Ultimate Spider-Man: After the Party
by Real Steel Dragon
Summary: This idea is based on the comic Ultimate Spider-Man Issue No. 4 released back in February 2001. In that issue, Peter's at a party and Liz Allen does flirt with him at it, with the help of a couple of beers in her. No real bad stuff in this story, just what tends to happen when there's beer at a teenage-only party.


Disclaimer: Do not own anything of Spider-Man or Marvel or Ultimate Marvel Comics nor any of their characters within. I make no profit from this nor do I seek any profit. I do this one my own dime.

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Author Note: This idea is based on the comic Ultimate Spider-Man Issue No. 4 released back in February 2001. In that issue, Peter's at a party and Liz Allen does flirt with him at it, with the help of a couple of beers in her. Now it's common knowledge at what tends to happen at high school parties, both the good and the bad stuff. No real bad stuff in this story, just what tends to happen when you add several alcoholic drinks between a teenager boy and girl.

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Ultimate Spider-Man: After the Party

Peter Parker had been wondering a lot lately at how strange the situations he had been finding himself in were happening. The first being bitten by a spider during a field trip to Osborn Industries which somehow eventually gave him the same abilities as a spider. Next was being able to put Flash Thompson in his place when the high school quarterback tried to pummel him since Peter made a fool out of him. Peter didn't want to really hurt him but he didn't know the limits of his ability at that time he was grateful that Flash only ended up with a broken arm. It also created the chance for him to actually get on the high school varsity team since their star player had an arm cast.

It was like whatever Gods or Karma that picked on Peter because of his nerd-status were finally giving him a break and Peter was in no hurry to get back to his old life.

In fact, in his old life, Peter never would have attended a party that was happening at Kenny's home. There was a history between them, mostly with Kenny being Flash's sidekick or top lieutenant in nerd torture, one of the two. But he had a bit of a flare-up with Aunt May and Uncle Ben about his slipping grades and how he might have to quit sports and in the end, he needed a place to crash for the time being. In his old life, Peter did take pride in his academic studies but now, his responsibilities did change some which also carried some benefits.

Simply put, Peter really didn't see a reason to go back to his old life since now he could have something he didn't really experience before or much after his parents died: fun.

Having never really been at a party like this or almost any other for that matter, Peter didn't really know what he should do but it didn't mean he didn't try things while he was there. Since someone had brought in several kegs for the party, Peter did try some beer for the first time. The taste of beer was definitely new to Peter but he found out that he like it just enough to have a couple more drinks.

During the party, Peter found Liz Allen was there as well, sitting on the living room couch. He also noticed right away that the outfit she was wearing helped show off what she had. They had been friends since the second grade and Peter had to admit Liz was becoming quite the full figure woman, especially if what she looked like now was any indication.

When Liz noticed Peter, she waved for him to come over to the couch to sit down. Peter was a bit unsure about the gesture but he didn't dwell on it.

"Well, now this is something I didn't believe I would ever see." Liz said while Peter sat down on the couch.

"Guess that old saying's true: there's a first time for everything." Peter said while taking another sip of beer from the plastic cup in his hand.

Peter had tasted beer before and didn't really mind the taste of it at the time. Now it seemed to taste better but Peter still knew to keep his intake low for the time being.

"Alright, who are you and what have you done to the real Peter Parker?" Liz's tone was definitely playful but her question was honest.

When Peter responded with a 'Huh?', Liz basically asked what had happened to him to make him go from standard nerd to essentially jock in such a short time.

"Most people don't go from being one stereotypical high school teenager to another so quickly. Well, that is if you're not a Goth." Liz remembered how her friend Lucy had changed after one summer vacation and how everyone started calling her 'devil's daughter' because of her dramatic appearance.

"Well, maybe I finally hit my stride you know? I finally started with my left foot instead of my right. Finally stopped keeping guns like these holstered all the time." Peter rolled up his sleeve to show of his flexed muscle.

"Uh huh." Liz took a sip of her drink when she heard that response which sounded that she was still skeptical of this Peter. Though a part of her couldn't really see Peter doing exercises outside of school to get those kinds of muscles, Liz silently admitted to herself that she liked what she saw.

"So, where's Brainy Jane tonight?" Liz didn't realize what she had asked until she had said it.

"Don't call her that and I don't know where MJ is. I haven't talked to her in the last couple of days."

"Aww, and here I thought you two were an item." Liz really knew that Mary Jane and Harry were an item at the moment but were keeping it secret as long as they could from some strange reason. She also knew that she had seen Peter stealing a couple of glances at Mary Jane from time to time, subtly giving out hints that he had some interest in the red head but he never made any moves before.

"If anything, we're just friends, Liz." Peter had thought about asking Mary Jane Watson out lately but decided against it. If things got screwed up between the two, their friendship would definitely go down in flames and Peter didn't want to lose one of the few friends he had.

"So, you're not even thinking asking her out on a date?" Having been to a couple of parties like this one before, Liz knew that most people who drank at them tended to get loose with their lips. Sometimes it was with words and sometimes it was like the two teenagers making out on the laz-y-boy chair on the far side of the living room.

When Peter replied with a blunt 'No.' Liz decided to have a little fun with Peter.

"Do you like…girls?" Liz waited until Peter was taking another sip before she asked. Seeing his reaction of lightly choking on his beer was comical.

"Say what?" Peter was able to say between coughs from the beer going down the wrong pipe.

"You can never be to sure Mister Parker. My mom dated a gay guy for a year and never realized it."

"Sounds like a fascinating woman but for the record, yes I do like girls."

After convincing Liz that he was into girls, which was a bit hard considering his former status as a school nerd, Peter went and got a couple of beers for the two of them. For the next half hour, both Liz and Peter made small talk about things in general like how well Peter played for the team and what it meant if the team made it to the state finals.

When Liz finished her sixth-ish beer, Peter figured Liz had a couple in her before they started talking, Peter noticed that Liz was starting showing signs the alcohol was getting to her. It wasn't like she was completely drunk but he figured she was at her limit where she could still make some forms of reasonable decisions. A couple more beers and that might change for her and probably not for the better in his view.

Even with all the changes he had gone through recently, Peter still had enough of his old self to know that the best thing he could do right now for Liz was to make sure she got home safely.

It took some doing but Peter did manage to convince Liz that it was time to go home and sleep off the beer in her system. However, it turned out that Liz already had too much to drink since the first step she took after standing up showed she had no real sense of balance. When Peter caught her and tried to get her to stand straight, Liz again showed her balance was bad by falling back onto the couch.

"Looks like I won't be going anywhere at the moment." Liz let out a little drunken giggle at herself.

Peter did contemplate the idea of leaving the slightly buzzed blonde but decided against it. Liz was his friend and as the much vaunted public message said, friends don't let friends drive drunk or in this case, alone and drunk at a high school party.

Peter turned himself around, put both of Liz's arms over his shoulders and picked her up so he could carry her on his back. Because of his newfound spider-strength, Peter felt like he was carrying a feather on his back. He had tested his strength before and learned he could pick up a car so he shouldn't have been surprised that a teenager girl that weighed about a fraction of a car was so light. He also realized that his sense of touch had become a little more sharp, probably a side effect to the spider's ability to being able to cling to most surfaces. So since his hands were carrying Liz by her ass while the rest of her rested on his back, Peter could actually feel how toned Liz's ass was.

'Breasts on my back and ass in my hands. Yeah, this definitely qualifies as a first for me.' Peter thought to himself before he started heading for the front door.

As he walked out of the party with Liz on his back, Peter did hear Flash Thompson yell out something about him 'taking out the trash'. Liz reply to that remark was her grabbing someone's beer and nailing Flash in the face with it. Seeing Liz able to do that despite her beer buzz impressed Peter enough to where he said their high school's quarterback wasn't all that if Liz in her current state could throw such a shot.

Around this time, Peter walked passed both Mary Jane Watson and his Uncle Ben with either of them noticing the other. An event that for the three that would change everything.

During the walk back to Liz's home, Peter tried to keep his mind from thinking the kind of thoughts he figured most guys had if they were in his situation. Liz's very ample breasts pressing against his back. The warm feeling of her toned ass in his hands. Her breath tickling his neck, actually giving him some goosebumps on his skin. It might have been a rather intimate moment for Peter but the trace smell of beer he smell on both of them more or less ruined it.

While Peter tried to keep himself from thinking certain thoughts about Liz, which was becoming more difficult since the night air was just cool enough to make Liz's nipples start poking into his back, Liz herself began thinking similar kinds of thoughts about Peter.

The lightheadedness that Liz felt back at Kenny's house didn't last long so she definitely had enough presence of mind about her current situation. Liz could tell easily through Peter's shirt that his body was probably the best definition in her view as a 'rock hard body'. Liz had dated Flash before and though he was a jock, his physique was not even close to what Peter's was like which definitely confused her. What confused her more was the fact that Peter so easily carried her on his back. Liz knew she wasn't heavy but she also knew Peter didn't spend his free time carrying 100 lbs of flour on his back so how the Hell was he carrying her with so much ease in his steps.

Liz thought she knew everything there was to Peter Parker. Granted he became more nerd-like over the years from the day they first became friends but at the very least there was a certain kind of pattern that Peter lived by. Lately, that pattern and even the old Peter Parker was thrown out the window and this entirely new person had took his place. This Peter Parker didn't wear glasses and had a look in his eyes that showed confidence. To Liz, when she saw that face, she actually found Peter to be cute in her view, almost borderline handsome.

As they got closer to her home, Liz actually began thinking about doing something she knew she never would have done months ago. A clear sign of what she was thinking was when Liz wrapped her arms and legs around Peter even though he had a solid grip on her. Peter noticed this but did his best to assume it meant something else, like maybe was cold since she was only wearing what looked like half a halter top for a shirt.

"My my Mister Parker, you never told me you had quite the body. Almost feels like you were chiseled out of stone marble."

"I, uh, do Pilates." Peter knew the real reason but there was no way Liz would believe the truth even though he hardly believed it himself at times.

"Uh huh." Liz still had something of a buzz but she still remembered clearly enough to know when Peter ever lied. Because of that, Liz started to become more curious about Peter.

By the time Peter had reached where Liz's home was, Liz had decided that she wanted some question she had about Peter answered. The only real question to that is how to go about getting those answers. Of course, her mind didn't really stay on that particular train of thoughts when adjusted herself in Peter's hold and ended up lightly nuzzling his neck and in turn caused him to lightly squeeze her ass in his hands.

Seeing that her mother wasn't home at the moment, Peter asked if Liz had her house key since there wasn't a person who owned a house in Queens that didn't at least double lock their doors and windows. Liz directed Peter to ground around to the backdoor and pick up a particular rock from the small flower garden next to the door. Peter figured there was a spare house key under the rock but it turned out the rock was one of those unsuspecting fake rocks that could hold a spare key inside it.

Once inside, Liz asked Peter if he could carry her up to her room. Had Liz not asked in a way where her voice was a little husky and her breath touched against the back of his neck causing a very pleasurable feeling, Peter would have been more inclined to say no. When Peter reached Liz's room and entered it, he made sure he was careful in setting Liz down on her bed.

"Well, lets not have this be a regular thing. Don't want to end up giving everyone a lift back to their home." Peter said while keeping his tone lighthearted. He didn't want Liz to think that what he did was a huge chore for him.

"What if it was only the girls and they offered this as payment?" Liz replied. Before Peter could ask what she had meant, Liz reached up and pulled Peter so that way both of them were on her bed with Liz kissing Peter.

Liz didn't realize what she had done until after several moments of her and Peter's lips pressing against each other. In fact, she didn't know why she did what she had just done nor did she even spare any more seconds thinking about it. Since Liz had more experience in terms of kissing, thanks in part to a prior relationship with Flash Thompson, she easily became the dominate of the two and she secretly enjoyed it.

Peter was initially surprised at what Liz but like her, he didn't think much of it while Liz kissed him. In fact, the proof of Peter's mind having lost most of it's reasoning and logic was that he didn't realize when Liz pulled him down, one of his hands landed on her breast and it stayed there until the two stop kissing so they could catch their breath.

While Peter tried to process what had just happened, Liz had found herself enjoying what she had did. Secretly, she had always thought of Peter as more than a friend at times but his status as a high school nerd and hers was something of a party girl, it was just too taboo overall. Now, with that thought combined with what she had just recently learned about this version of Peter, plus the amount of alcohol in her system still, Liz was unaware she making a rather hasty decision.

Peter enjoyed the kiss despite the fact it was his first one. Like Liz, the alcohol that was still in his system affected him just enough to where he initiated the next round of making out. It was at this time when Liz learned that Peter was definitely a quick study, especially with his tongue. Though Peter moved his hand off of Liz's breast earlier, somehow it found it's way back onto it and slowly started to massage it. Liz returned the favor by reaching out and giving Peter's toned ass a good squeeze.

As much as he enjoyed the kissing, Peter realized that things seemed to be getting a little too much.

"I think we better sto…" Peter didn't even get a chance to finished after he broke the kiss. Liz was able to quickly move so that Peter was laying on the bed and she was straddling him. She held him down with both of her hands on his chest, again marveling at how strong his muscles felt.

"Stop, Mister Parker? You really want to stop?" Liz asked while moving the lower half of her body back and forth. This had the desired effect of her grinding against something that definitely caused a reaction of the person she was straddling. "I get the feeling you don't want me to stop."'

Liz could easily feel the tent Peter was pitching up in his pants. It was hard to tell but Liz suspected that Peter was bigger than Flash. The high school quarterback was her first but their relationship ended when Liz realized the ony thing Flash wanted from her was sex.

Maybe this time might be different.

For Peter, there were no words of any kind that came to him. His mind was focused solely on what Liz was doing to him. Again, if the old version of Peter Parker was present, the first thing he would have done was stop Liz from doing what she was doing since it would more than likely lead to something they both might end up regretting. But this was a completely different Peter and he also had more than enough alcohol in his system to have his judgment easily affected despite the fact he had not that many at the party.

But both of them were teenagers that were at that particular point in life where anything could happen given the certain kinds of conditions, particularly those that involve underage drinking.

With his puberty-alcohol buzzed mind, Peter decided that Liz should do something else. Without a word, Peter grabbed Liz by her shirt and pulled her down so he could get back to kissing her. As they kiss, Liz continued to move her hips in order to keep grinding against Peter. Though she got the desired effect from what she was doing, Liz's curiosity was definitely getting the better of her. Specifically what was really hiding underneath Peter's clothes.

Breaking off the kiss, Liz moved down and unzipped Peter's pants. Peter said nothing as Liz took hold of his fully erect cock and stroked it with one hand. If she had to guess, Peter was definitely a good ten inches in length, maybe even eleven which was a pleasant surprise for Liz.

"My, my, Peter. It seems you've been holding out on me. Having something like this hiding in your pants and from the look on your face, this is your first time using it." Liz knew it was obvious that Peter was a virgin but she also knew how much fun she was going to have with him and that thought actually excited her more.

Liz licked her lips and then looked at Peter who was looking at her with wide eyes at the moment and she smiled sensually and spoke.

"Let me show how much fun the first time can actually be."

Liz kept true to her word and began to run her hands gently on Peter's sex and felt the hot length and the smooth warm skin and then she touched the soft spongy head of her night lover's sex and she smiled warmly to herself and then to Peter.

'I've only done this once and it was with Flash. Hopefully, Peter won't fire off as prematurely as Flash did.' Liz thought to herself, repressing that memory.

Liz relaxed herself and moved forward and licked Peter's cock by the shaft and the moment Peter moaned out in pleasure at the sensations and feelings, she was indeed pleased. Even more so when Peter moaned out her name in a very aroused fashion.

"Liz…that was…." Peter could barely hold a thought in his mind since it was being flooded by pleasure he had never known before.

The way Peter acted and moved told the aroused blonde girl that since this was the first time anyone had ever done this to him, Liz's heart started to beat even faster and made her feel hotter. Peter was an virgin and the fact that she was about to take his virginity broke the last of Liz's inhibitions.

Of course, the alcohol drinks she had earlier broke most of the inhibitions of both teens and what Liz had started would break the rest of hers and Peter's.

Liz licked his cock from base to tip and she would gently nip and suckle on Peter's testicles. Peter's pleasure gasps told her that her actions were doing what she hoped they would do at the moment and she continued until Peter was started shouting her name in pleasure. But Liz was intently going to make him scream out loud as she reached the tip, and with several long licks, she opened her mouth and took in Peter's full length into her mouth. The moment she took in Peter's length, and sucked hard on it the former high school nerd screamed out her name.

"Oh God, Liz! That feels so good!"

Liz blushed brightly as she slowly took in Peter's hot and hard length, slowly as to get used to the sensations once more. It had been a while since she had done this and she recalled that Flash had the very same reaction when they did this when they were dating Liz placed those memories aside and focused on making Peter moan more in pleasure.

As soon as she took in his length to the point he touched her throat she relaxed Liz had momentarily forgotten the gag reflex but she steady herself quickly enough and when she was assured that she was ready, Liz began to move her head up and down. She was careful not to scrape her teeth on Peter's cock. She and Flash knew about how painful and uncomfortable that might be on a person. Though she knew that there were some guys that liked pain, if a lot of the high school gossip was to be believed, she guessed that Peter was not one of them and neither was she.

This night was all about pleasure and how long it could last.

Peter looked at Liz as she moved her head up and down with his cock in her mouth and working her magic on him as she licked and sucked on his sex. What this attractive girl was going to him was slowly driving him wild and as well as forever being imbedded in his brain. He reached out and touched Liz's head and gently played with her blonde hair and her scalp while he moaned in greater pleasure…

"Liz….that's so good!"

Peter was in Heaven and he wanted this to last forever. No amount of soft core porn on cable or internet sites could compare to the real thing in his mind. He was being given his first blow job and he no longer cared how it started in the first place.

Liz likewise was enjoying this immensely and the fact that Peter was encouraging her was an even greater turn on for her. She then sensed the twitching and tensing of Peter's hips and his cock along with his bucking and rapid breathing that he was reaching the end of his rope. This made Liz smile a bit as she continued and to keep building up the pleasure, she used her hand and lightly squeezed his sack several times.

Liz actions were quickly rewarded with Peter's orgasm as he howled out in pleasure and she felt his cock twitch in her mouth and sure enough, she felt the first streams of his sperm hitting her throat and it tasted both sweet and salty. A very interesting and good taste compared to Flash's since his tasted very bitter to her. Peter's taste was also stronger than before, a bit hotter and much thicker as well. A combination that Liz admitted was enjoyable to her. So much so that she decided to enjoy the taste as she took in as much as she could manage. When she moved back and released Peter's cock from her mouth, some of the seed flew out from his still twitching sex and struck her face and some fell on the top of her breasts. Liz didn't mind that at all while she swallowed Peter's seed and then took the remaining seed on her face and breasts in her hands and licked them off and saw Peter looking at her with wild and lustful eyes.

Peter was overwhelmed by the sight before him and vowed never to forget the sight of Liz swallowing his sperm and licking her fingers and hands clean of it right in front of him at the moment. This teenager girl had just become the MOST erotic thing he had ever seen in his entire life. No amount of adult material could compare to this sight and he was not going to forget what he saw for as long as he lived.

Peter was even thinking about letting practically the whole world know what he and Liz did this night but at the moment, he was undecided. His mind clearly clouded by the present.

Liz, however, was far from done as she grabbed her lover's sex and licked the head gently, getting the remaining seed and making Peter moan out in pleasure as she did so. Once she licked it clean, Liz momentarily stopped so that she could remove her upper article of clothing so she could do what she had in mind.

Pretty much the last real coherent thought Peter had for the rest of the night was answering a certain question he had earlier about Liz. He figured that Liz wore some kind of bra that didn't need to have straps over the shoulders, mostly since what she wore only covered her breast and some of her stomach. But when Liz removed it, Peter learned two things. Liz wore no bra and her tits were bigger than he thought since it turned out that piece of clothing was keeping the lovely mounds more confined.

"Like what you see, Peter?" Liz said, her voice low and breathy. When Peter responded with a nod of his head, Liz actually blushed before she spoke again. "Then let me show you that these aren't just for show."

Liz opened her mouth just enough so that she could cover the still wet cock with some of her saliva. Again, the sight alone quickly aroused Peter. Liz parted her breasts and placed Peter's cock between her breasts and then used her hands to press her breasts together. With his cock between her large breasts and as soon as she was sure she was ready, Liz began to move her body and Peter's sex was now being caressed by Liz's above average bust.

"Ahhhhhhhhhh! Oh, God!"

Peter was in Heaven as he felt his eyes nearly go to the back of his head. He felt like he was going to burn up in the heat of the pleasurable sensations that were running all over his body from left to right. The heat from Liz's breasts along with the softness and firmness of the large orbs of flesh. It was almost mind-blowing amazing for him. He gripped the comforter blanket on the bed tightly as he felt his cock becoming harder and hotter with each motion.

Liz remembered Flash asking her to do this to him when they were together. He kept saying how much fun it would be for the both of them. But Liz never agreed, mostly since the only thing he wanted out of their relationship was her being his sex slave. She regretted the fact that her first time was with him. In the back fo her mind, maybe that was why she was doing this with Peter, to truly share in what it felt like to blissfully lose your virginity.

Also, to see what it's like to have someone who genuinely care about you which she knew Peter did, more so than Flash.

Hearing Peter moan in pleasure because of her actions made Liz even more excited and she would lick the head of Peter's cock when it would appear, further adding to the pleasure and sensation flooding Peter's body.

"Oh God, Liz! That feels so good!"

Liz continued her actions and Peter was in Heaven until he came and fired out yet another hot load of his seed and Liz eagerly took in his seed into her mouth. Again she allowed some of Peter's cum while the rest covered the upper area of her breasts for the moment. Liz actually reveled in the warmth of each drop, both in her mouth and on her skin. Liz smiled as Peter panted out 'Oh, God' several time while trying to catch his breath. The blonde then released his cock from the silky and hot confines of her breasts and she then leaned over Peter and whispered in his ear.

"Now, it's your turn Peter."

The blonde got up and removed the rest of her clothing. After Peter caught his breath again, and understood what was going to happen next, he too removed his clothing only with his way, Peter came close to actually ripping his apart when he took them off. He had easily forgotten that he not had the proportionate strength of a spider now.

Once naked, Liz got onto the bed, doing so as sensually as she could. She then positioned herself so that when she lay down on her bed, Peter could easily reach what she wanted him to touch.

Peter watched as Liz parted her legs before him. Despite the nightlight, Peter had a decent enough view of Liz's sex. He could see something glistening off it and realized what he was seeing and that it meant Liz herself was just as aroused if not more so as he was. Peter, because of his complete lack experience in the matters of sex, blushed bright red as he finally got to see a woman's sex in person. He couldn't help but stare hotly at the wetness come out and the patch of blonde fur that was there on top of the slit that further excited him Peter caught the faint smell an of odor that actually smelled very delightful at the moment as he leaned closer towards Liz's sex.

The blonde teenager blushed at the way Peter gazed at her womanhood. She also saw that Peter was hesitant at the moment, probably because he had no idea what to do next.

"Here's a little hint on you're supposed do when given the opportunity, Peter." Liz's voice was playful because she didn't want to ruin the mood or insult Peter in any way.

Liz reached up and grabbed his right hand and guided it to her sex. The second he touched the outer lips, she moaned out in pleasure. It had been months since anyone had touched her sex with their hands, even Flash wasn't all that good with his hands unless it was with a football in Liz's experience. Peter gasped a bit at both the sudden motion and then sensations he felt at his fingertips. Liz did some motion with Peter's hand, giving him a kind of guideline to work with.

"Do…do the same thing to me Peter." Liz said, giving the teenager a sly smile to get him to rely on his instincts.

Peter gulped as he got the idea and quickly got between Liz's thighs and carefully looked at her sex and noted all that he could and saw how pink the lips were. Peter played with Liz's sex for a bit, seeing how she responded. He noticed how certain areas where he touched actually caused Liz to lightly tremble and moan at the same time. No doubt in his mind he was hitting the right spots.

When Peter remembered something he had seen from a late night movie on Cinemax, he decided to try it with Liz. He bent forward and gently kissed her sex, making Liz moan out loud. Peter kissed her sex a couple more times, mostly to see where she was the most sensitive. It was hard to tell since each moan and gasp Liz let out from each kiss almost sounded the same. Using another idea from Cinemax, Peter began licking her lips which made Liz hiss in pleasure. Like with his fingers, Peter played around with his tongue against Liz's vagina and learned quickly that she enjoyed this more.

Liz knew Peter was a quick study but she definitely didn't think it would true in this format. The most pleasant surprise yet and she knew they were only getting started.

Peter licked, kissed and suckled gently on the outer lips, each act making the blonde teenager moan out loud in great pleasure and joy at the sensations was being given to her.

"Peter….right there…again…harder…more…" Liz could barely say those words since what Peter was doing felt so incredible to her.

Peter complied with Liz's request and found the smell of Liz's wet sex intoxicating and the taste of her juices were utterly to his liking. He had wondered once what the sex juices from a woman would taste like and now that he knew, he found himself craving more. Peter moved in closer so he could really use his tongue and hopefully be able to gather more of Liz's sweet nectar. On an idea he just had, Peter parted the lips and to his surprise, he saw another set of lips which seemed to be a deeper shade of pink and were wet. He then spotted a small yet strange bulb-like organ up there and he was about to ask what it was but thought better of it.

Now was not the time for biology questions or any questions for that matter.

Peter figured that he should stick with what he knew works and so he kissed and licked both and the results were explosive as Liz shouted in pleasure and arched her back at the sensations that Peter had unleashed into her body with his actions. Peter could see that what he had done made Liz have a death grip on her bed sheets.

He continued his actions as he tasted his night lover's sex and juices and Liz was in Heaven as she made her pleasure and joy evident with her moans and shouts. Peter was definitely stimulating Liz's clitoris and her vagina's inner lips. Her entire body was being overcome by each act Peter was doing to her.

"Peter! That's …It's too…Oh God!"

It was then that Liz came and hard. Peter lapped up her juices eagerly and relished the sweet nectar that Liz unleashed. There was nothing in Peter's mind that could compare to what he had drank and because of that, he took in as much as he could manage. While he did that, Peter was unaware of the true consequences of his actions with Liz.

He had given her the very first true orgasm Liz had ever felt and it was glorious. She felt like all the tension and stress that she ever had in her life bleed out like a river from her body and blissful relaxation and joy filled her body all the way to her very bones and it was a glorious feeling. Her entire body even tingled after being washed over by the bliss given to her by Peter.

Peter, using his tongue, cleaned Liz's sex as best as he, making sure he definitely got all the drops of nectar he could. When he finished, Peter, with some traces of her moisture on his face, looked at Liz and saw both the ecstasy and hunger in her eyes as she stared back at him. Though Liz could tell Peter had a similar look in his eyes, Liz was the one who hungrier for more.

With a simple hand gesture, Liz commanded Peter to come up to her. When their faces close enough, Liz spoke to Peter in low voice since she was still trying to catch her breath.

"I want more, Peter. Are you…up to the challenge?"

Peter nodded as he understood what she was saying. Even though he didn't really need any more enticement, Liz made sure Peter's cock was still hard by gripping it with both of her hands and stroking it several times. Peter groaned as he felt his cock was now hard and eager once more and this time it was for some that was much more than a tit-fuck or a blowjob.

Peter saw the wetness that was covering Liz's sex, showing that she was still aroused and the blonde knew what was going through Peter's mind and she merely nodded and spoke.

"Go ahead Peter…I'm ready for this…"

In truth, Liz had been ready for this for a long time. What she did with Flash was far from being a pleasant memory. What she was doing now with Peter, Liz hoped would erase that memory and maybe create a better one in it's place.

Peter knew enough at this point to know what to do next, again thanks to the late night movies of Cinemax. Liz had a look of anticipation in her eyes, clearly waiting for Peter to take the next step. It was at this very moment Peter remembering asking himself what his first time would be like and with who. But his status in high school society at the time of the question was a nerd which meant the odds were supremely against him. He then reminded himself that was the old Peter Parker who pretty much lived life on the sidelines.

Well, no more of that. This Peter Parker was off the bench and wasn't going to waste anymore time than he had already.

Peter gripped his cock and slowly moved forward between Liz's legs and as soon as he felt his cock's head touch Liz's lips and hearing her gasp in pleasure. He waited for a moment to make sure Liz was ready before he pushed forward.

"Ahh…" Liz gasped out loud in pleasure and some pain. Having been some time since she had done this, the feel of Peter's long and thick sex entering her inner womanhood was making her feel very much alive. She could even feel her sex stretching to accommodate Peter's cock. At this point, Liz swore to herself that this was her first time.

Peter groaned as pushed deeper and deeper into Liz's wet sex. He relished the sensations that were filling him to his very bones.

"Liz…you're so hot…so hot and tight…"

"Peter…you feel so good….so good!"

Peter groaned at the tightness, the heat, the wetness, and the softness of Liz's sex as he pushed deeper into her. Liz moaned at the heat, thickness and length of Peter's cock as he pushed deeper into her pussy and made her feel more pleasure and more alive than she had ever felt in her entire life time. It was then that she gasped out loud as Peter was now inside her fully as his hips touched hers. It was making her even more awed at how snugly he fit inside of her. To Liz, it was almost like they were made for each other in a very delicious way.

The feeling of utterly being filled to the core by Peter, it was unlike anything Liz had ever known. There was even a part of her that wished this had happened earlier but she placed those thoughts aside and focused on the now. She moaned out her pleasure and joy at the feeling of becoming one with Peter.

"You fill me so…it's so good…" Liz said in between taking in deep breaths since her heart was pounding so much in her chest.

Peter got used to the sensations he was feeling from being inside of Liz and when he was ready, he began to move his hips. Moving backwards at first and then pushing back, reaching all the way to Liz's inner womb and it was very delicious feeling for the blonde teenager. Slowly, Peter began to establish his pace, but mostly to enjoy the feelings of his cock moving in and out of Liz's wet sex. Liz thought she was in Heaven before but now, what Peter was doing now to her, this was Heaven to Liz.

Both felt the heat, the wetness, the tightness, and the softness all over each others sex. A unique sensation to say the least but one that both wanted to feel more of.

"Oh yes! That's it Peter….more…"

"Liz…this feels so good…"

The two continued their actions as the sounds of their love-making filled Liz's bedroom. The smell of their juices filled the air as Liz wrapped her legs around Peter which actually allowed him to thrust in deeper into Liz. Liz grabbed her bed's headboard and held on for dear life as each thrust of Peter's cock into her wet pussy was making her feel even more pleasure and joy.

Liz felt her body heat up at each thrust as well sing at the sensations. Peter likewise was in awe at how hot and wet Liz was at this very moment as well how tight she was. The former science nerd began to increase his pace as he thrust faster and harder into Liz and she encouraged him greatly with her words and her way of holding him tightly to her. Almost as if she didn't want to lose contact with him for any reason.

"Harder! Faster! Oh Yes! Deeper!"

"So Good…You feel so good, Liz!"

Liz reached out and held Peter close to her. They shared a searing hot kiss and they thrust each other's tongues into each other's mouths as Peter continued to thrust himself deeper, faster and harder into Liz's hot and willing form and sex. The two kissed fiercely and when they finally broke for air, Peter worshipped Liz's breasts once more and the blonde woman held him close as he licked, sucked and kissed her breasts alternating between the mounds of flesh. Peter even went so far as to lick the sweat that was starting to form on Liz's chest, particularly the area between the two tits.

Since both had lost themselves in the moment, Peter was no longer keeping his strength in check. He was practically putting everything he had into each thrust. Liz on the other hand was enjoying every second of what Peter was doing to her. Each thrust he made into her did hurt but the pleasure the quickly followed overshadowed the pain. Liz cried out in joy and pain with each thrust, her pussy gripping tighter on Peter's dick.

This lasted several minutes before Peter reached the end of his rope. He felt his dick about to exploded and when it did, it happened at the same moment Liz reached her orgasm. Both teenager shouted their combined releases. Peter's cock release his seed directly into Liz's womb and it was in the same large quantities that she had gotten before which was utterly amazing to her as she felt it fill her sex. Liz had never felt something so hot enter into her but she found herself immensely enjoying the feeling.

Peter swore that he saw bright colors in his vision and white hot pleasure flooded his other senses as he felt Liz's inner sex milk his cock and held it in a vice-like grip. The sensations he was feeling as he thrust into her wet sex several more times while still unleashing what was left of his seed into her womb, he definitely felt tired and drained from it but he also still found himself wanting more so he wasn't about to quit just yet.

Liz released her death grip on both Peter and her bed's headboard, and the former nerd moved away as he felt his cock slid effortlessly out of Liz's wet sex and Peter saw that both he and Liz were sweating profusely and they were both blushing bright red.

Peter was still very hard and Liz saw that clearly. She relished at the sight as she got up and then kissed Peter before turning around. Liz then got to her hands and knees and looked at Peter and spoke in a very seductive tone.

"Come on Peter…once more and this time, don't hold back."

Peter needed no further invitation as he got up and was on his knees as well. He held Liz's hips and with his cock still covered in their mixed juices, pushed himself to the hilt into Liz's pussy once more and the two shouted out in pleasure at the sensations of being joined once more. Peter held onto Liz's hips and relished the delicious feel of Liz's vagina surrounding his cock in this angle and it felt even tighter in some way to him.

"Oh yes…more! Fuck me, Peter!"

Peter complied and began to move his hips, but unlike before, he was going at full throttle with each thrust he put into Liz from behind this time. There was no build up like before for Peter was doing what Liz had told him to do, to not hold back. The blonde girl moaned her desire and joy mixed with some pain as they were now doing the style associated with dogs but she cared little for the animal reference as she was more concerned as Peter was hitting her sweet spot all over again. It was doubling the joy and pleasure that she was feeling at this very moment and she was loving the utter abandon that Peter displayed as he took her from behind.

"Liz!" Peter yelled as he felt her squeezing him more and more with each thrust.

"Peter! MORE! HARDER!" Liz was completely unaware of Peter's spider-strength but didn't care as he pounded her from behind over and over. She felt pain each time, that much was clear but the pain mixed in with the pleasure she was feeling which, her mind couldn't tell one from the other.

Peter complied with Liz's wishes as he held her hips tightly and moved faster with his hips. He then leaned over Liz's back and kissed her back gently and passionately, sending delicious shivers up and down Liz's spine. This easily doubled the pleasure he was having at the moment and so was Liz as she moaned out at the sensations that she felt running up her spine at the moment.

Peter then reached downwards and held Liz's breasts as they moved back and forth from his actions and her own as she had moved her hips to counter his own. This made the pleasure for both of them more intense and more raw as well. Liz was loving this as she turned and Peter kissed her as their faces met. While they kissed, Peter squeezed Liz's tit's a couple of time, even twisting her nipples which made Liz almost scream into Peter's mouth while they were lip locked.

The two continued with their actions until they finally reached their respective limits and then, to their own amazement and pleasure, they came at the very same time. When the both climaxed at the same time, both were shouting their pleasure at the very same time as Peter felt Liz's sex milk his cock like a vice once more. While Liz felt the hot seed of her night lover flood her inner most body and nearly made her black out in the utter pleasure of it all.

The two panted heavily and felt themselves finally reach their limits as satisfaction and pleasure filled them to the brim. The smell of their actions had filled Liz's bedroom entirely. The wall that Liz's bed rested against easily showed that it had been through much but not nearly as so as the to exhausted teens. When Peter had finished firing every last drop of semen he had into Liz's pussy, both teens collapsed onto the bed. Their strength almost entirely drained from them.

Liz panted hard as she felt her heart beat gradually begin to calm down. With what strength she had left, she turned and looked at Peter who was panting and laying next to her. She smiled warmly as she reached out and touched his face and he moaned and looked back at her.

"Peter, that was incredible."

Peter nodded while still trying to catch his breath.

"Liz, that was…actually there's no words to describe it. And that was my first time."

Liz smiled warmly to Peter before she leaned in to kiss him on the lips one more time. About a minute later, both teenagers succumb to the exhaustion of their activities. It was well after midnight when the two teenage lovers finished and it wouldn't be until some time after the morning sun had rose before they awoke. Luckily for the both of them, the party they had attended earlier was on a Friday.

At least, they dodged one bullet…

When the following morning came and the first to awake by the sunlight was Liz, she immediately felt her body complain on how much it ache. Especially in the lower areas. When she managed sit herself upright on her bed, Liz felt like someone had used her head to test out a jackhammer. It took her a good while to order her thoughts but still, it was difficult to recall anything from her memory on recent events.

"Gotta stop drinking so much at the parties." Liz mumbled to herself, rubbing both the sleep and some of the hangover from her eyes.

When Liz was about to stand up, she felt something move on the bed. Liz turned around and it took her a moment to align her eyes enough to see who it was that was sharing her bed and was as naked as she was.

Honestly, she had expect it to be Flash Thompson since they had spent a night together in bed. Plus she also knew whenever she and Flash were at the same party, he would definitely try to get her to drink a lot. In fact, anything he did at parties where she was at were attempts to eventually get her in bed.

But the person that was in her bed that was in a room with a definite hints of sex in the air was Peter Parker. Liz's mind, despite the headache she had, came to a sudden halt since she began remembering what happened between the two of them. She remembered Peter taking her home and she asked him to take her to her bedroom. From there, she was the one who started things between them.

Though she started it, Liz was definitely more pissed at Peter since she felt he took advantage of her.

"GET UP PETER!" Liz yelled out while she grabbed the blanket Peter was on and yanked on it as hard as she could. Peter in turn almost flew off the bed but his landing definitely woke him up fast.

Peter was disoriented a bit but when he sat up and saw Liz wrapping herself up to cover her nakedness, last night's activities rushed back into her mind. At the moment, Liz's eyes were dangerously narrowed at Peter while his were as wide as they could be.

"Uh, Liz, did we….?" Peter was hoping that he was in some sort of strange dream, a really strange and disturbingly realistic dream.

Liz didn't say nothing in response. All she did was gather Peter's clothes that were closest to her and threw them at him. Peter clearly got the hint and as quickly as he could, dressed himself up and left without saying another word. He had clearly gotten the message that Liz was angry at him and figured it would best that he stayed away from her for the next several weeks or the rest of her and his life. Peter figured that Liz would probably never tell anyone else that they had a one-night stand since even though he wasn't much of a nerd, she would lose some of her social standings in high school.

That was something Peter knew that most teenagers in high school refuse to have happen to them and Liz was more than likely one of them.

The only thing that Peter was right about in regards to Liz at the moment was the fact she was angry but in truth, she was more angry at herself. Liz Allen knew they had unprotected sex and knew where she was for her period. This week was the one week where she knew better not to have sex.

Liz was sitting on her bed, holding her head in her hands and crying. Her lower body's aches were acting as a constant reminder that the one-night stand she had with Peter had a possible extremely serious consequence.

Reality was slamming Liz with various examples of high schoolers that got knocked up and how their lives were completely changed. She knew one girl named Amanda. A rather popular girl that stated she wouldn't have sex until she got married. Everyone knew that vow wouldn't last and when Amanda broke that vow, her boyfriend that knocked her up wanted nothing to do with her or their baby. Liz remembered seeing Amanda just once after the word of being pregnant became common place. She had never seen someone with so little life in their eyes before and she never saw it again.

There were rumors later on that Amanda didn't quit school like everyone was told. The rumors ranged from her running away from home because her parents disowned her to even having an abortion before changing schools. There was even a rumor where Amanda committed suicide.

Liz never gave any of Amanda's situation any more thought than she had, which barely register as seconds in terms of time. The reason why was because she never thought she would ever be in that situation herself. Now she was and the only thing she could do now was wait.

Over a week had passed and Peter did his best to stay away from Liz. He knew full well that the night he and Liz had was best to be forgotten. He also knew that if Liz never said anything, then no one would believe him if he said anything. Sure they would gossip but only the ones that hated Liz would use it against her. Everything told Peter that the only move he could make was to keep his mouth shut.

School was ending for the day and Peter was making his way to his locker. Once it was in eye sight, he instantly recognized that Liz Allen was waiting right next to it. Her face was neutral but Peter could get the hint that she had something on her mind. He didn't have to guess what it might be since she was there and not with her other friends. This actually made Peter more curious but he couldn't think of anything on the reason why Liz wanted to talk to him.

As Peter walked closer to Liz and his locker, Liz noticed coming closer. Her heart was pounding in her chest for the conversation she was about to have wasn't going to be easy. But it was one that had to happen.

"Peter, we need to talk." Liz's voice was low but there was a tone in it that said the talk was important.

"If it's about that one night…"

"It is." Liz said, not wanting to interrupt Peter but she wanted this conversation over and done with. "I won't argue about that night. It's not your mistake or mine but it did happen."

When Peter heard that, he was starting to put the pieces of the puzzle together and the image he was seeing was scaring him. Peter knew well enough that a conversation like this about a one-night stand could only have one real meaning behind it.

"Another thing that happened was a mistake made by both of us. Neither one of us used protection despite all the pamphlets and health class lessons we've had. A mistake we must learn from right now."

"You…are you…?" Peter felt a lump in his throat and it was keeping him from finishing a sentence. His stomach was starting to get sick and fast.

"Peter, I'm not pregnant but it was almost certain I would've been from that night. What I'm telling you now is that should either of us ever get into a situation like that again with each other or with someone else, I want you to remember what you're feeling right now and how you began think of the worst case scenario."

Liz watched as relief washed over Peter's face. Fearing that Peter might have only heard her saying she wasn't pregnant, Liz slapped Peter across the face. It wasn't hard but it definitely brought Peter back to the present.

"Now, I'm only going to say this once. We had sex together once and it will be only once. We almost ruined both of our live and I do mean almost. I know you're trying to be someone different than who you were before Peter but you also have to remember you can't shake the responsibilities of your actions which is also the same for me. Take that also with you about our night together." Liz said, feeling some relief that she said what she wanted to say to Peter.

From that night to when Liz learned she wasn't pregnant, she did not know any sense of peace at all. She couldn't eat anything even if it was a little snack. Sleep was nothing more than moments of her eyes being closed. This kind of scare definitely took a lot out of her but Liz suspected that Peter was the complete opposite and in her view, that was definitely unfair.

That kind of scare she had, Peter needed to feel it too. Because of their one-night stand, everything was different between them and being friends, Liz didn't think it was possible anymore.

As Liz started to walk away, she was stopped immediately when she felt Peter's hand grab her arm. Turning around, Liz saw Peter's expression and was a bit confused by it since it was one that told her what was going to be said next was pure honesty from him.

"I'm sorry for what happened." Peter said which he could tell Liz knew he was being honest. "But, I don't regret it. I know the term 'one-night stand' but let me say, it was one hell of a night for me."

Liz thought for a moment that since Peter had experienced sex for the first time, he might start thinking he was in love with her. But when Peter leaned forward and gave Liz a quick kiss on the cheek, that easily told her that Peter's feelings were honest and not some weird sick-puppy love deal. Peter wasn't going to ask more from Liz than what she was ready to give to him.

Liz did nothing for a moment, simply stood silently as Peter got the things out of his locker and walked passed her. The blonde's mind was running around trying to make sense of the idea that popped into her head at the same moment Peter gave her a kiss on her cheek.

'Peter is the new star on the basketball team. If he keeps this up, he'll easily surpass Flash as the high school's sports star.' Liz thought to herself as she watched Peter walk away. 'He easily proved he's got the brain and prove to me he's got the brawn. Not Hollywood-handsome but not bad looking either.'

After several moments more of quiet contemplation, Liz Allen made her decision about Peter Parker.

'Sorry, MJ, but Peter's the kind of catch any girl would love to have. Besides, you've chosen Harry and you can't have both.'

Liz had a genuine smile on her face as she chased after her prey. She told herself that the old saying was probably true in this case.

Sometimes you can't see what you have even when it's right in front of you.

* * *

><p>I had mostly planned a one-shot. I might write more depending on how many reviews I get and there's certainly a lot of material to work with. One things for certain, I won't go down the route Ultimate Marvel did when they killed off Peter Parker and really went down the crazy south path.<p>

Also, I screwed up on the upload of the document. I had already started writing a possible second chapter but stopped because I wanted to see how well this story might do. In short, I ended up putting one chapter and half of another one on the same post. So I corrected the mistake and have it the way the story should be.


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